Transition Opportunity. In consideration of Employee’s execution of this Agreement and Employee’s fulfillment of all of its terms and conditions, and subject to Section 3 below, Employee will have the opportunity to continue employment with the Company on a transitional basis from February 8, 2021 (the “Transition Date”) until, at the latest, June 4, 2021 (such period, the “Transition Period” and such opportunity, the “Transition Opportunity”). During the Transition Period, Employee agrees that Employee will no longer serve as an officer of the Company, including no longer serving as the Company’s President and Chief Executive Officer, and will instead be assigned the role of CEO Advisor, solely involving the provision of transitional assistance to the Company’s new Chief Executive Officer (the “New CEO”), including, being available to answer the New CEO’s questions, and in all cases as directed by the New CEO (the “Transition Duties”). For the avoidance of doubt, Employee shall not carry out any activities on behalf of the Company unless expressly directed by the New CEO. During the Transition Period, Employee will work remotely, will not report to the Company’s facilities unless mutually agreed to between Employee and the New CEO, and will not hold himself out as an agent or representative of the Company. Further, the Parties acknowledge and agree that Employee shall not be entitled to accrue vacation time under the Company’s paid time off policy during the Transition Period. During the Transition Period, Employee shall continue to receive Employee’s base salary as in effect immediately prior to the Effective Date hereof at the rate of $525,000 per year, less all applicable withholdings (the “Base Salary”), paid in accordance with the Company’s standard payroll practices and procedures, continue to receive employment benefits pursuant to the Company’s benefit plans as in effect, and vest in his Company Equity Awards in accordance with the Stock Agreements. Employee will remain eligible for a discretionary annual performance bonus award corresponding to fiscal year 2020 (the “2020 Annual Bonus”), determined pursuant to the Company’s Management Incentive Plan (the “MIP”), as may be modified by the Company. Employee’s target 2020 Annual Bonus is 70% of the Base Salary (the “Bonus Target”). The 2020 Annual Bonus (if any) will be payable to Employee only upon achievement of all relevant targets and conditions following the annual audit for the 2020 fiscal year. To the extent earned, the 2020 Annual Bonus will be paid at such time as annual bonuses are paid to senior executives of the Company, as discussed more fully in the MIP. The eligibility for and payment of the 2020 Annual Bonus under the MIP is subject to the terms and conditions of the MIP, which are at the discretion of the Company. Except as provided in this paragraph, Employee will not receive any other bonuses or equity awards, including for the Company’s fiscal year 2021. In addition, any unvested Equity Awards as of the Transition Date that, by their terms are scheduled to vest following the end of the Transition Period, immediately will be forfeited on the Transition Date and returned to the Company at no cost to the Company.
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Transition Opportunity. In consideration of Employee’s execution of this Agreement and Employee’s fulfillment of all of its terms and conditions, and subject to Section 3 below, Employee will have the opportunity to continue employment with the Company on a transitional transitional, at-will basis from February 8, 2021 (the “Transition Date”) Effective Date of this Agreement until, at the latest, June 4, 2021 the Planned Separation Date (such period, the “Transition Period” and such opportunity, the “Transition Opportunity”). During the Transition Period, Employee agrees that Employee will no longer serve as an officer of the Company, including no longer serving as the Company’s President Senior Vice President, Sales and Chief Executive Officer, Marketing and will instead be assigned the a role of CEO as Senior Advisor, solely involving which is anticipated to include, but not be limited to, duties related to the provision transitioning of transitional assistance Employee’s responsibilities to the Company’s new Chief Executive Commercial Officer (the “New CEOCCO”), includingparticipation in communicating organizational changes to the Company’s commercial team, being attendance at the Executive Leadership Team meetings in January 2022 and the Global Commercial Meeting in February 2022 (if requested), assisting the Company’s new CCO with 2021 personnel performance reviews, archiving relevant files and making them available to answer the New CEOCompany’s questionsnew CCO, and in all cases as directed by the New CEO Company in its sole discretion, and ongoing advice and input relating to the Company’s markets, customers and sales team operations and capabilities as requested by the Company’s new CCO (the “Transition Duties”). For any period of employment from the avoidance of doubtEffective Date hereof through March 31, 2022, Employee shall not carry out any activities on behalf will continue to be a full-time employee and receive Employee’s regular base salary in effect as of the Company unless expressly directed by date of this Agreement, less applicable withholdings (the New CEO“Full-Time Salary”). For any period of employment during the remainder of the Transition Period on and after April 1, 2022, Employee will be a part-time employee working a 20-hour per month schedule, and Employee’s annualized base salary shall be $52,800, less applicable withholdings (the “Part-Time Salary”). During the Transition Period, Employee will work remotelybe eligible to participate in the then-available Company benefits and plans, will not report to including the Company’s facilities unless mutually agreed 2021 bonus program, at the same level as Employee would have been eligible to between Employee and participate in such plans immediately prior to the New CEO, and will not hold himself out as an agent or representative start of the Transition Period, subject to the terms and conditions, including eligibility requirements, of such plans (including, for example, that as a result of the reduction of Employee’s work schedule, beginning as of April 1, 2022, Employee will no longer be eligible for Company-sponsored health benefits, participation in the Company’s 2013 Employee Stock Purchase Plan, or paid time off other than sick leave in accordance with applicable law). FurtherNotwithstanding the foregoing, the Parties acknowledge and agree that (i) Employee shall not be entitled eligible to accrue vacation time under participate in the Company’s paid time off policy 2022 or 2023 bonus program, (ii) Employee shall not be eligible for any compensation increase during the Transition Period (other than any increase to base salary that the Company determines is required in order to satisfy any legal requirements for Employee to remain an exempt employee), and (iii) Employee shall not be eligible for any stock option, restricted stock unit, or other equity grants during the Transition Period. During the Transition Period, Employee shall continue to receive Employee’s base salary as in effect immediately prior to the Effective Date hereof at the rate of $525,000 per year, less all applicable withholdings (the “Base Salary”), paid in accordance with the Company’s standard payroll practices and procedures, continue to receive employment benefits pursuant to the Company’s benefit plans as in effect, and vest in his Company Equity Awards in accordance with the Stock Agreements. Employee will remain eligible for a discretionary annual performance bonus award corresponding to fiscal year 2020 (the “2020 Annual Bonus”), determined pursuant to the Company’s Management Incentive Plan (the “MIP”), as may be modified by the Company. Employee’s target 2020 Annual Bonus is 70% of the Base Salary (the “Bonus Target”). The 2020 Annual Bonus (if any) will be payable to Employee only upon achievement of all relevant targets and conditions following the annual audit for the 2020 fiscal year. To the extent earned, the 2020 Annual Bonus will be paid at such time as annual bonuses are paid to senior executives of the Company, as discussed more fully in the MIP. The eligibility for and payment of the 2020 Annual Bonus under the MIP is subject to the terms and conditions of the MIP, which are at the discretion of the Company. Except as provided in this paragraph, Employee will not receive any other bonuses or equity awards, including for the Company’s fiscal year 2021. In addition, any unvested Equity Awards as of the Transition Date that, by their terms are scheduled to vest following the end of the Transition Period, immediately will be forfeited on the Transition Date and returned to the Company at no cost to the Company.
Appears in 1 contract
Samples: Transition Agreement and Release (NanoString Technologies Inc)
Transition Opportunity. In consideration of Employee’s execution of this Agreement and Employee’s fulfillment of all of its terms and conditions, and subject to Section 3 below1 above, Employee will have the opportunity to continue employment with the Company Sarcos on a transitional transitional, at-will basis from February 8, 2021 (the “Transition Date”) until, at Effective Date of this Agreement until the latest, June 4, 2021 Termination Date (such period, the “Transition Period” and such opportunity, the “Transition Opportunity”). During the Transition Period, Employee agrees that Employee will no longer serve as an officer of the Company, including no longer serving as the Company’s President and Chief Executive Officer, and will instead be assigned the role of CEO Advisor, solely involving the provision of transitional assistance perform duties related to the Companytransitioning of Employee’s new Chief Executive Officer (the “New CEO”)responsibilities, including, being available to answer the New CEO’s questions, and in all cases as directed by the New CEO Company in its sole discretion (the “Transition Duties”). Notwithstanding, nothing in this Agreement shall preclude Employee from providing consulting services to any other entity during the Transition Period, subject to Employee’s compliance with the Intellectual Property Agreement and further subject to such outside consulting services not being in conflict with Employee’s fiduciary duties to the Company. Employee shall not report to Sarcos facilities during the Transition Period, except as requested by or with the prior consent of the Company. During the Transition Period, Employee will continue to be a full-time employee and receive Employee’s regular base salary in effect as of the date of this Agreement, less applicable withholdings. During the Transition Period, Employee will be eligible to participate in the then-available Company benefits and plans, at the same level as Employee would have been eligible to participate in such plans immediately prior to the start of the Transition Period, subject to the terms and conditions, including eligibility requirements, of such plans. Notwithstanding the foregoing, the Parties acknowledge and agree that during the Transition Period (i) Employee shall not be eligible to participate in the Company’s bonus programs, (ii) Employee shall not be eligible for any compensation increase, and (iii) Employee shall not be eligible for any new stock option, restricted stock unit, or other equity grants. Employee shall continue to vest in his outstanding equity grants in accordance with their terms until the Termination Date. Sarcos and Employee agree that, unless Employee’s employment is terminated by the Company for Cause (as defined in the Employment Agreement) or Employee resigns without Good Reason (as defined in the Employment Agreement), and subject to the provisions of this Agreement, Employee shall be entitled to the Severance benefits provided by this Agreement following the Termination Date if Employee executes and does not revoke the Supplemental Release (as defined below) and the Supplemental Release becomes effective and irrevocable no later than sixty (60) days following the Termination Date or such earlier date specified in the Supplemental Release (the “Supplemental Release Requirement”). For the avoidance of doubt, Employee shall the changes in Employee’s duties, authorities, or responsibilities contemplated in this Agreement will not carry out any activities on behalf of trigger the Employee’s right to terminate his employment with the Company unless expressly directed for Good Reason (as defined in the Employment Agreement by and between the New CEO. During the Transition PeriodCompany and Employee dated September 24, Employee will work remotely, will not report to the Company’s facilities unless mutually agreed to between Employee and the New CEO, and will not hold himself out as an agent or representative of the Company. Further, the Parties acknowledge and agree that Employee shall not be entitled to accrue vacation time under the Company’s paid time off policy during the Transition Period. During the Transition Period, Employee shall continue to receive Employee’s base salary as in effect immediately prior to the Effective Date hereof at the rate of $525,000 per year, less all applicable withholdings 2021 (the “Base SalaryEmployment Agreement”), paid in accordance with the Company’s standard payroll practices and procedures, continue to receive employment benefits pursuant to the Company’s benefit plans as in effect, and vest in his Company Equity Awards in accordance with the Stock Agreements. Employee will remain eligible for a discretionary annual performance bonus award corresponding to fiscal year 2020 (the “2020 Annual Bonus”), determined pursuant to the Company’s Management Incentive Plan (the “MIP”), as may be modified by the Company. Employee’s target 2020 Annual Bonus is 70% of the Base Salary (the “Bonus Target”). The 2020 Annual Bonus (if any) will be payable to Employee only upon achievement of all relevant targets and conditions following the annual audit for the 2020 fiscal year. To the extent earned, the 2020 Annual Bonus will be paid at such time as annual bonuses are paid to senior executives of the Company, as discussed more fully in the MIP. The eligibility for and payment of the 2020 Annual Bonus under the MIP is subject to the terms and conditions of the MIP, which are at the discretion of the Company. Except as provided in this paragraph, Employee will not receive any other bonuses or equity awards, including for the Company’s fiscal year 2021. In addition, any unvested Equity Awards as of the Transition Date that, by their terms are scheduled to vest following the end of the Transition Period, immediately will be forfeited on the Transition Date and returned to the Company at no cost to the CompanyEmployment Agreement.
Appears in 1 contract
Samples: Transition Agreement (Sarcos Technology & Robotics Corp)
Transition Opportunity. In consideration of Employee’s execution of this Agreement and Employee’s fulfillment of all of its terms and conditions, and subject to Section 3 below, Employee will have the opportunity to continue employment with the Company on a transitional basis from [February 8, 2021 2021] (the “Transition Date”) until, at the latest, June 4, 2021 (such period, the “Transition Period” and such opportunity, the “Transition Opportunity”). During the Transition Period, Employee agrees that Employee will no longer serve as an officer of the Company, including no longer serving as the Company’s President and Chief Executive Officer, and will instead be assigned the role of CEO Advisor, solely involving the provision of transitional assistance to the Company’s new Chief Executive Officer (the “New CEO”), including, being available to answer the New CEO’s questions, and in all cases as directed by the New CEO (the “Transition Duties”). For the avoidance of doubt, Employee shall not carry out any activities on behalf of the Company unless expressly directed by the New CEO. During the Transition Period, Employee will work remotely, will not report to the Company’s facilities unless mutually agreed to between Employee and the New CEO, and will not hold himself out as an agent or representative of the Company. Further, the Parties acknowledge and agree that Employee shall not be entitled to accrue vacation time under the Company’s paid time off policy during the Transition Period. During the Transition Period, Employee shall continue to receive Employee’s base salary as in effect immediately prior to the Effective Date hereof at the rate of $525,000 per year, less all applicable withholdings (the “Base Salary”), paid in accordance with the Company’s standard payroll practices and procedures, continue to receive employment benefits pursuant to the Company’s benefit plans as in effect, and vest in his Company Equity Awards in accordance with the Stock Agreements. Employee will remain eligible for a discretionary annual performance bonus award corresponding to fiscal year 2020 (the “2020 Annual Bonus”), determined pursuant to the Company’s Management Incentive Plan (the “MIP”), as may be modified by the Company. Employee’s target 2020 Annual Bonus is 70% of the Base Salary (the “Bonus Target”). The 2020 Annual Bonus (if any) will be payable to Employee only upon achievement of all relevant targets and conditions following the annual audit for the 2020 fiscal year. To the extent earned, the 2020 Annual Bonus will be paid at such time as annual bonuses are paid to senior executives of the Company, as discussed more fully in the MIP. The eligibility for and payment of the 2020 Annual Bonus under the MIP is subject to the terms and conditions of the MIP, which are at the discretion of the Company. Except as provided in this paragraph, Employee will not receive any other bonuses or equity awards, including for the Company’s fiscal year 2021. In addition, any unvested Equity Awards as of the Transition Date that, by their terms are scheduled to vest following the end of the Transition Period, immediately will be forfeited on the Transition Date and returned to the Company at no cost to the Company.
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